General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 16 60K
2: EX-1 Underwriting Agreement 5 24K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 6 21K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 1 8K
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
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Exhibit 2
CUSTOMER AGREEMENT WITH DONALDSON,
LUFKIN & JENRETTE SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
277 Park Avenue - New York, New York 10172
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned one
or more accounts, the undersigned hereby consents and agrees that
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, where executed by you or your agents, including your
subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities, commodities and other property,"
as used herein shall include, but not be limited to money, securities and
commodities of every kind and nature and all contracts and options relating
thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter held, carried
or maintained by you in your possession and control for any purpose, in or for
any of the accounts of the undersigned, now or hereafter opened, including
accounts in which the undersigned may have an interest, shall be subject to a
lien for the discharge of all the indebtedness and other obligations of the
undersigned to you, and are to be held by you as security for the payment of any
liability or indebtedness of the undersigned to you in any of said accounts. You
shall have the right to transfer securities, commodities and other property so
held by you from or to any other of the accounts of the undersigned whenever in
your judgment you consider such a transfer necessary for your protection. In
enforcing your lien, you shall have the discretion to determine which securities
and property are to be sold and which contracts are to be closed.
LIQUIDATION
4. You shall have the right in accordance with your general policies regarding
your margin maintenance requirements, as such may be modified, amended or
supplemented from time to time, or if, in your discretion you consider it
necessary for your protection to require additional collateral at an earlier or
later point in time than called for by said general policies, or in the event
that a petition in bankruptcy or for appointment of a receiver is filed by or
against the undersigned, or an attachment is levied against the accounts of the
undersigned, or in the event of the death of the undersigned, to sell any or all
securities, commodities and other property in the accounts of the undersigned
with you whether carried individually or jointly with others, to buy any or all
securities, commodities and other property which may be short in such accounts,
to cancel any open orders and to close any or all outstanding contracts, all
without demand for margin or additional margin, notice of sale or purchase or
other notice or advertisement. Any such sales or purchases may be made at your
discretion on any exchange or other market where such business is usually
transacted, or at public auction or private sale, and you may be the purchasers
for your own account. It being understood that a prior demand, or call or prior
notice of the time and place of such sale or purchase shall not be considered a
waiver of your right to sell or buy without demand or notice as herein provided.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. The undersigned shall at all times be liable for the payment upon demand of
any debit balance or other obligations owing in any of the accounts of the
undersigned with you and the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned and the undersigned
shall make payment of such obligations and indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
6. The reasonable costs and expenses of collection of the debit balance and any
unpaid deficiency in the accounts of the undersigned with you, including, but
not limited to, attorney's fees, incurred and payable or paid by you shall be
payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY
7. All securities, commodities, and other property now or thereafter held,
carried or maintained by you in your possession in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities, commodities and other property for any amount due in the accounts of
the undersigned, or for any greater amount, and you may do so without retaining
to your possession or control for delivery a like amount of similar securities,
commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities, commodities and
other property in the accounts of the undersigned for margin purposes as you
shall require from time to time and the monthly debit balances or adjusted
balances in the accounts of the undersigned with you shall be charged in
accordance with
your usual custom, with interest at a rate permitted by the laws of the State of
New York. It is understood that the interest charge made to the undersigned's
account at the close of a charge period will be added to the opening balance for
the next charge period unless paid.
You may exchange credit information about the undersigned with others.
You may request a credit report on the undersigned and, upon request, you will
state the name and address of the consumer reporting agency that furnished it.
If you extend, update or renew the undersigned's credit, you may request a new
credit report without telling the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give you
in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned personally,
whether actually received or not.
NON-INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the undersigned with
any legal, tax or accounting advice, that your employees are not authorized to
give any such advice and that the undersigned will not solicit or rely upon any
such advice from you or your employees whether in connection with transactions
in or for any of the accounts of the undersigned or otherwise. In making legal,
tax or accounting decisions with respect to transactions in or for the accounts
of the undersigned or any other matter, the undersigned will consult with and
rely upon its own advisors and not you, and you shall have no liability
therefor.
SCOPE AND TRANSFERABILITY
11. This agreement shall cover individually and collectively all accounts which
the undersigned may open or reopen with you, and shall inure to the benefit of
your successors whether by merger, consolidation or otherwise, and assigns, and
you may transfer the accounts of the undersigned to your successors and assigns,
and this agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the undersigned.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or indirectly by government
restrictions, exchange or market rulings, suspension of trading, war, strikes or
other conditions beyond your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the undersigned is of
full age, that unless otherwise disclosed to you in writing, the undersigned is
not an employee of any exchange, or of any corporation of which any exchange
owns a majority of the capital stock, or of a member firm or member
corporation registered on any exchange or of a bank, trust company, insurance
company or of any corporations, firm or individual engaged in the business of
dealing either as a broker or as principal in securities, bills of exchange,
acceptances or other forms of commercial paper. The undersigned further
represents that no one except the undersigned has an interest in the account or
accounts of the undersigned with you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual, their
obligations under this agreement shall be joint and several. The undersigned
have executed the Joint Account Agreement and made the election required
therein.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction for the
purchase or resale of an option contract, the undersigned hereby agrees to abide
by the rules of any national securities association, registered securities
exchange or clearing organization applicable to the trading of option contracts
and, acting alone or in concert, will not violate the position or exercise
limitation rules of any such association or exchange or of the Options Clearing
Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held to be invalid
or unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or unenforceability shall attach only to such provision or
condition. The validity of the remaining provisions and conditions shall not be
affected thereby and this agreement shall be carried out as if any such invalid
or unenforceable provision or condition were not contained here.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
ARBITRATION DISCLOSURES
18. - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
THE SECURITIES INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS OR
THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCED BEFORE THE NEW YORK
STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A
TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE)
OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS THE UNDERSIGNED MAY
ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION.
ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN
DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN
ELECTING THE ARBITRATION TRIBUNAL. IN THE EVENT THE UNDERSIGNED DOES NOT MAKE
SUCH ELECTION WITH FIVE (5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED
AUTHORIZES YOU TO DO SO ON BEHALF OF THE UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST
ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS
CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER
IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN
AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES NOT
FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPH 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF
THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individuals)
-------------------------------------------- -----------------------------
(Name of Entity) (Name of Individual)
_________________________________
(Second Party, If Joint Account)
By__________________________________________
Title_______________________________________
SEAL
DATED___________________________ ACCOUNT
NO______________________________
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